90016-ORCF Consolidated Certifications - Parent of the Operator

Consolidated Certifications – Parent of the Operator Section 232

U.S. Department of Housing and Urban Development Office of Residential Care Facilities

OMB Approval No. 2502-0605 (exp. 03/31/2018)

Public reporting burden for this collection of information is estimated to average 1 hour. This includes the time for collecting, reviewing, and reporting the data. The information is being collected to obtain the supportive documentation that must be submitted to HUD for approval, and is necessary to ensure that viable projects are developed and maintained. The Department will use this information to determine if properties meet HUD requirements with respect to development, operation and/or asset management, as well as ensuring the continued marketability of the properties. This agency may not collect this information, and you are not required to complete this form unless it displays a currently valid OMB control number. 

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Warning: Any person who knowingly presents a false, fictitious, or fraudulent statement or claim in a matter within the jurisdiction of the U.S. Department of Housing and Urban Development is subject to criminal penalties, civil liability, and administrative sanctions. 

Privacy Act Notice: The Department of Housing and Urban Development, Federal Housing Administration, is authorized to collect the information requested in this form by virtue of: The National Housing Act, 12 USC 1701 et seq. and the regulations at 24 CFR 5.212 and 24 CFR 200.6; and the Housing and Community Development Act of 1987, 42 USC 3543(a).  The information requested is mandatory to receive the mortgage insurance benefits to be derived from the National Housing Act Section 232 Healthcare Facility Insurance Program. No confidentiality is assured.

INSTRUCTIONS:

Please use the gray shaded areas (e.g., <<example>>) or appropriate check box (e.g., ) for your responses.

Project:	<<name of Project here>>
Project Location:	<<project city and state here>>
FHA Number:	<<FHA number here>>
Borrower:	<<name of Borrower here>>
Operator (Lessee):	<<Operator's name here>>
Parent of Operator:	<<Parent's name here>>
Management Agent: if applicable	<<name of Management Agent here {or} N/A if not applicable>>
Lender:	<<Lender's name here>>

Other Parties of the transaction are provided on Attachment 2.

1. Program

Select Applicable Section 232 Program Type:

2. Supplement to Underwriting Analysis

In the past ten (10) years:	Yes		No
Has the Parent of the Operator been delinquent on any federal debt? If yes, attach a letter from the affected agency that the debt is satisfied or under a workout agreement. .
Has the Parent of the Operator been a defendant in any suit or legal action?
Has the Parent of the Operator ever claimed bankruptcy or made compromised settlements with creditors?
Are there judgments recorded against the Parent of the Operator?
Are there any unsatisfied tax liens against the Parent of the Operator?
Is the parent of the operator, affiliates or subsidiaries the subject of an ongoing investigation or judicial or administrative action involving any federal, state, municipal, and/or other regulatory authority, which that could have a detrimental impact on the operator’s financial condition or may jeopardize the operator’s license and/or its provider agreements?

If the answer to any of questions 1 through 6 is “yes,” attach the details on a separate sheet using instructions below.

The Parent of the Operator certifies that its answer to each of the questions in this Part and the information in any such attached sheets is true and correct.

1. Delinquent federal debt – Provide the following:

1. A detailed, written explanation from any applicant or Principal with a prior federal default or claim or whose credit report and financial statements contain conflicting or adverse information.

2. A letter from the affected agency, on agency letterhead and signed by an officer, stating the delinquent federal debt is current or satisfactory arrangements for repayments have been made.

2. Judgments – Provide a detailed, written explanation from any applicant or Principal explaining the circumstances of the judgment, the resolution, and if not resolved, the expected outcome and resolution date.

3. Suits or legal actions – Provide a detailed, written explanation from any applicant or Principal explaining the circumstances of the suit or action, describing the expected resolution of or mitigation for the action, and indicating whether the entity has insurance or other mitigation to cover adverse judgements or settlements from the action. Documentation must show likelihood and date to resolve. If previously resolved, indicate date of original suit and resolution date.

4. Bankruptcies – Any Borrower or Operator of a healthcare facility or their affiliate or renamed or reformed company that has filed for, is in, or has emerged from bankruptcy within the last five years is not eligible to participate in any manner in a facility that is the subject of a mortgage insured through the Section 232 Mortgage Insurance for Health Care Facilities Programs. A project in bankruptcy that is acquired by a non-identity of interest Borrower in good standing is eligible for mortgage insurance.

3. Byrd Amendment

The Parent of the Operator states, to the best of its knowledge and belief, that: “If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the Parent of the Operator shall complete and submit Standard Form-LLL-Disclosure Form to Report Lobbying, in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

4. Credit Authorization

The Parent of the Operator consents to the release of any banking and credit information in connection with the mortgage insurance application with respect to the above-referenced project to HUD, the Lender, and any contractors engaged by HUD or the Lender in connection with such application.

The Parent of the Operator also authorizes the Lender to request credit reports from an independent credit reporting agency and agrees to cooperate fully with said independent agency in regard to this matter. The Lender and HUD are also authorized to verify references and depository institutions supplied by the undersigned.

For the purpose of obtaining financing for the project, the Parent of the Operator further authorizes the Lender to disclose all financial and other information submitted by the Parent and others in connection with the project, and hereby releases the Lender, its agents, and employees from liability arising from such disclosures to HUD and to other such persons and entities as the Lender deems necessary or appropriate in connection with the project.

5. Identities of Interest

Does the Parent of Operator have an identity of interest with the following parties or their Principals?

	Not Applicable	Yes	No		Not Applicable	Yes	No
Lender:				Appraisal Firm:
Borrower:				Market Study Firm:
Management Agent:				Environmental Firm:
General Contractor:				PCNA Firm:
Design Architect:				Cost Review Firm:
Supervisory Architect:				A&E Review Firm:
Lender (Existing)				Seller:
AR Lender				Other fee-based service provider (administrative services, physical therapy, etc.):
Secondary Financing Lender				Other:

If the answer to any of the questions in this Part is “yes,” attach a separate sheet setting forth the nature of each such identity of interest. The Parent of Operator certifies that, to the best of its knowledge, its answer to each of the questions in this Part and the information in any such attached sheets is true and correct.

6. Previous Participation Certification

Parent of the Operator is considered a Controlling Participant per HUD regulation and HAS completed an electronic Previous Participation certification via the Active Partners Performance System (APPS), and is proceeding to Part VII.

Parent of the Operator is considered a Controlling Participant per HUD regulation and has NOT completed an electronic APPS submission, and must complete this Part VI certification.

Parent of the Operator is NOT considered a Controlling Participant per HUD regulation, and is proceeding to Section VII.

The Controlling Participant certifies that:

It has NO Previous Participation in Office of Healthcare or Multifamily Housing programs of HUD, housing projects with current flags under the U.S. Department of Agriculture’s previous participation review system, or any other housing project participating in a federal, state or local or government program; and during the Controlling Participant’s participation in the housing project (i) the housing project was not foreclosed upon; (ii) the housing project was not transferred by a deed in lieu of foreclosure; or (iii) an event of default, or similarly termed event, was not declared or remained after any applicable notice and cure periods against the housing project or the Controlling Participant pursuant to the government program’s project documents in the past 10 years.

It DOES have Previous Participation in Office of Healthcare or Multifamily Housing programs of HUD, housing projects with current flags under the U.S. Department of Agriculture’s previous participation review system or any other housing project participating in a federal, state or local or government program; and during the Controlling Participant’s participation in the housing project (i) the housing project was not foreclosed upon; (ii) the housing project was not transferred by a deed in lieu of foreclosure; or (iii) an event of default, or similarly termed event, was not declared or remained after any applicable notice and cure periods against the housing project or the Controlling Participant pursuant to the government program’s project documents in the past 10 years as listed on the attached Attachment 3.

Certifications: Controlling Participant hereby certifies that the Controlling Participant has never been found to be in noncompliance with any applicable fair housing and civil rights requirements in 24 CFR 5.105 (a), except as disclosed to HUD in an attached signed statement explaining the relevant facts, circumstances, and resolution, if any. All the statements made in this certification and in any attachments hereto are true, complete and correct to the best of my knowledge and belief and are made in good faith, including the data contained in Schedule of Previous Participation in FHA Insured & Other Government Agency Facilities (the “Schedule”) and Exhibits signed and attached to this form. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties.

Controlling Participant further certifies that:

1. Parent of the Operator’s organizational chart, in such detail as approved by HUD, including participation role, ownership percentage, and SSN/TIN, is attached hereto (“Organizational Chart”). This Organizational Chart lists all Principals of Principal, as defined in 24 CFR 200.215 or otherwise required by HUD.

2. The Schedule of Previous Participation in FHA Insured & Other Government Agency Facilities attached hereto contains a listing of every assisted or insured project in Office of Healthcare or Multifamily Housing programs of HUD, housing projects with current flags under the U.S. Department of Agriculture’s previous participation review system or any other housing project participating in a federal, state or local or government program; and during the Controlling Participant’s participation in the housing project (i) the housing project was not foreclosed upon; (ii) the housing project was not transferred by a deed in lieu of foreclosure; or (iii) an event of default, or similarly termed event, was not declared or remained after any applicable notice and cure periods against the housing project or the Controlling Participant pursuant to the government program’s project documents in the past 10 years.

For the period beginning 10 years prior to the date of this certification, and except as shown on the Schedule:

1. No mortgage on a project listed on the attached Schedule has ever been in default, assigned to the Government or foreclosed, nor has it received relief from the mortgagee.

2. Controlling Participant has not experienced defaults or non-compliance under any Conventional Contract or Turnkey Contract of Sale in connection with a public housing project.

3. There are no known unresolved findings as a result of HUD audits, management reviews or other Governmental investigations concerning any of projects listed on Attachment 3.

4. There has not been a suspension or termination of payments under any HUD assistance contract due to the fault or negligence of the Controlling Participants.

5. The Controlling Participant has not been convicted of a felony and neither is presently, to its knowledge, the subject of complaint or indictment charging a felony. (A felony is defined as any offense punishable by imprisonment for a term exceeding one year, but does not include any offense classified as a misdemeanor under the laws of a state and punishable by imprisonment of two years or less).

6. The Controlling Participant has not been suspended, debarred or otherwise restricted by any Department or Agency of the Federal Government or of a State Government from doing business with such Department or Agency.

7. The Controlling Participant has not defaulted on an obligation covered by a surety or performance bond and have not been the subject of a claim under an employee fidelity bond.

3. The Controlling Participant is not a HUD/FmHA employee or a member of a HUD/FmHA employee's immediate household as defined in Standards of Ethical Conduct for Employees of the Executive Branch in 5 C.F.R. Part 2635 (57 FR 35006) and HUD's Standard of Conduct in 24 C.F.R. Part 0.

4. The Controlling Participant is not currently a participant in an assisted or insured project on which construction has stopped for a period in excess of 20 days or which has been substantially completed for more than 90 days and documents for closing, including final cost certification have not been filed with HUD or FmHA.

5. The Controlling Participant has not been found by HUD or FmHA to be in noncompliance with any applicable fair housing and civil rights requirements in 24 CFR 5.105 (a).

6. The Controlling Participant is not a member of Congress or a Resident Commissioner nor otherwise prohibited or limited by law from contracting with the Government of the United States of America.

Statements above (if any) to which the Controlling Participant cannot certify have been deleted by striking through the words. An authorized representative of the Controlling Participant has initialed each deletion (if any) and has attached a true and accurate signed statement (if applicable) to explain the facts and circumstances.

7. Other Business Concerns

The Parent of the Operator certifies that it:

Does NOT participate as a Principal in any other businesses.

DOES participate as a Principal in the businesses listed on Attachment 4.

8. Other Section 232 Applications

With regard to mortgage insurance under HUD’s Section 232 programs, the Parent of the Operator certifies that within the last and next 18 months (with the exception of this application):

HAS

HAS NOT

applied or INTENDS to apply for FHA mortgage insurance for: the purchase, refinance, new construction or substantial rehabilitation of any facilities listed on Attachment 4 or otherwise; or requests for the transfer of physical assets or change in control of operator for any existing FHA insured facilities.

Other 232 Applications - Common Control: Note that common control is exhibited by any individual(s) or entity(ies) that controls the Borrower and/or operator regardless of the percentage of ownership interest, so long as the individual(s) or entity(ies) comprise each Borrower and/or operator. Affiliated residential care facilities and/or healthcare operating entities will be grouped into a portfolio if they share common control as defined here.

9. Signatures

The Parent of the Operator has read and agrees to comply with the provisions of the above certifications for the purpose of obtaining mortgage insurance under the National Housing Act.

Parent of the Operator hereby certifies that the statements and representations contained in this instrument and all supporting documentation thereto are true, accurate, and complete and that each signatory has read and understands the terms of this agreement. This instrument has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring the loan, and may be relied upon by HUD as a true statement of the facts contained therein.

[The individual signing below on behalf of the Parent of the Operator certifies that he/she is an authorized representative of the Parent of Operator and has sufficient knowledge to make these certifications on behalf of the Parent.]

Executed this <<enter date>> day of <<enter month>>, <<enter year>>.

	Parent of Operator: <<enter Parent's name here>>
By:
	Signature
	<<enter name and title of authorized representative here>>
	(Printed Name & Title)

Attachments:

Attachment 1 Organizational Chart in compliance with Housing Notice 16-15 (required)

Attachment 2 to Consolidated Certifications: Other Parties (required)

Attachment 3 to Consolidated Certifications – Parent of the Operator, Schedule of Previous Participation in HUD Insured & Other Government Agency Projects/Facilities (as applicable)

Attachment 4 to Consolidated Certifications – Parent of the Operator: Listing of Other Business Concerns (as applicable)

Attachment 5 to Consolidated Certifications – Parent of the Operator: Other Section 232 Applications (as applicable)

(this section intentionally left blank)

Attachment 1: Organizational Chart in compliance with Housing Notice 16-15 (required)

Organization Chart to <<name of project here>> Consolidated Certifications:

Attachment 2 to <<name of project here>> Consolidated Certifications:

Other Parties

Appraisal Firm/Appraiser: if applicable	<<name of appraisal firm and appraiser here {or} N/A if not applicable>>
Market Study Firm: if applicable	<<name of market study firm here {or} N/A if not applicable>>
Environmental Firm: if applicable	<<name of environmental firm here {or} N/A if not applicable>>
PCNA Firm: if applicable	<<name of PCNA firm here {or} N/A if not applicable>>
A&E Review Firm: if applicable	<<name of A&E review firm here {or} N/A if not applicable>>
Cost Review Firm: if applicable	<<name of cost review firm here {or} N/A if not applicable>>
General Contractor: if applicable	<<name of contractor here {or} N/A if not applicable>>
Design Architect: if applicable	<<name of design architect here {or} N/A if not applicable>> 
Supervisory Architect: if applicable	<<name of supervisory architect here {or} N/A if not applicable>>
Seller: if applicable	<<name of seller here {or} N/A if not applicable>>
AR Lender: if applicable	<<name of AR Lender here {or} N/A if not applicable>>
Secondary Financing Lender: if applicable	<<name of Secondary Financing Lender here {or} N/A if not applicable>>

Attachment 3 to Consolidated Certifications – Parent of the Operator:

Schedule of Previous Participation in HUD Insured & Other Government Agency Projects/Facilities

For <<enter Parent's name here>>

Project/Facility (name, location)	Roles in Project/Facility	Loan Status
Name of Facility City, State	Role in Project/Facility (describe):       Dates Participated in Project/Facility       to       Healthcare Facility YES NO	HUD FHA Number:       Gov’t Agency Financing other than HUD (indicate):       Loan Status during participation: Current Default Assignment Foreclosed
Name of Facility City, State	Role in Project/Facility (describe):       Dates Participated in Project/Facility       to       Healthcare Facility YES NO	HUD FHA Number:       Gov’t Agency Financing other than HUD (indicate):       Loan Status during participation: Current Default Assignment Foreclosed
Name of Facility City, State	Role in Project/Facility (describe):       Dates Participated in Project/Facility       to       Healthcare Facility YES NO	HUD FHA Number:       Gov’t Agency Financing other than HUD (indicate):       Loan Status during participation: Current Default Assignment Foreclosed
Name of Facility City, State	Role in Project/Facility (describe):       Dates Participated in Project/Facility       to       Healthcare Facility YES NO	HUD FHA Number:       Gov’t Agency Financing other than HUD (indicate):       Loan Status during participation: Current Default Assignment Foreclosed
Reportable participation is as follows: (1) a general partner or managing member, regardless of interest; (2) a limited partner or member of an LLC with 25% or more interest; (3) a stockholder with 10% or more interest in a corporation; and/or (3) corporate officers, regardless of interest <<add instructions here, if applicable>>

Additional pages attached.

Attachment 4 to Consolidated Certifications – Parent of the Operator:

Listing of Other Business Concerns (Owned, Operated or Managed)

(Note: Projects/Facilities listed on Attachment 3 are not required to be listed again on Attachment 4)

For <<enter Parent's name here>>

Entity (name & address)	Participation	Other Information (Attach a detailed explanation on a separate sheet for any box not checked)
Name of Business Entity	Role:      % ownership (if applicable) Real Estate Non-Real Estate Healthcare Facility YES NO	No Pending bankruptcy claims No Pending judgments No Pending legal actions or suits No Open professional liability insurance claims No Open State findings Additional explanation sheet attached.
Name of Business Entity	Role:      % ownership (if applicable) Real Estate Non-Real Estate Healthcare Facility YES NO	No Pending bankruptcy claims No Pending judgments No Pending legal actions or suits No Open professional liability insurance claims No Open State findings Additional explanation sheet attached.
Name of Business Entity	Role:      % ownership (if applicable) Real Estate Non-Real Estate Healthcare Facility YES NO	No Pending bankruptcy claims No Pending judgments No Pending legal actions or suits No Open professional liability insurance claims No Open State findings Additional explanation sheet attached.
Name of Business Entity	Role:      % ownership (if applicable) Real Estate Non-Real Estate Healthcare Facility YES NO	No Pending bankruptcy claims No Pending judgments No Pending legal actions or suits No Open professional liability insurance claims No Open State findings Additional explanation sheet attached.

Additional pages attached.

Attachment 5 to Consolidated Certifications – Parent of the Operator:

Other Section 232 Applications (group by Master Tenant/Landlord, as applicable)

For <<enter Parent's name here>>

Master Tenant: <<enter Master Tenant's name here>>

Facility (name, address)	Other Information (provide estimated submission dates, if necessary)
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
Name of Facility Address Line 1 Address Line 2	Submission Date: App. Status: FHA Number:	           	Lender: Loan Amount: Primary Role:	           
<<enter instructions in this box if applicable>>

Additional pages attached.

Previous versions obsolete Page 15 of 15 Form HUD-90016-ORCF (03/2018)

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